SEC Form SC 13G/A filed

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Includes 351,000 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $2,106,000 principal amount of Notes.

* Includes 790,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $4,743,000 principal amount of Notes.

* Includes 790,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $4,743,000 principal amount of Notes.

* Includes 351,000 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $2,106,000 principal amount of Notes.

* Includes 1,141,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $6,849,000 principal amount of Notes.

* Includes 1,141,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $6,849,000 principal amount of Notes.

* Includes 1,141,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $6,849,000 principal amount of Notes.

Gogo Inc., a Delaware corporation (the “Issuer”).

111 North Canal St., Suite 1500

Chicago, IL 60606

This statement is filed by Mudrick Distressed Opportunity Specialty Fund, L.P. (“Specialty LP”), Mudrick Distressed Opportunity Drawdown Fund II, L.P. (“Drawdown II LP”), Mudrick Distressed Opportunity Fund Global, L.P. (“Global LP”), Mudrick GP, LLC (“Mudrick GP”), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC (“Drawdown II GP”), Mudrick Capital Management, L.P. (“MCM”), Mudrick Capital Management, LLC (“MCM GP”), and Jason Mudrick. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Mudrick GP is the general partner of Specialty LP and Global LP and may be deemed to beneficially own the Shares (as defined below) owned directly by Specialty LP and Global LP. Drawdown II GP is the general partner of Drawdown II LP and may be deemed to beneficially own the Shares owned directly by Drawdown II LP. MCM is the investment manager to Specialty LP, Drawdown II LP, Global LP and certain managed accounts. MCM GP is the general partner of MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP and MCM GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the Shares owned directly by Specialty LP, Drawdown II LP, Global LP and certain managed accounts.

The address of the principal office of each of the Reporting Persons is 527 Madison Avenue, 6^th Floor, New York, NY 10022.

Each of Specialty LP, Drawdown II LP, Mudrick GP, Drawdown II GP, MCM and MCM GP is organized under the laws of the State of Delaware. Global LP is organized under the laws of the Cayman Islands. Mr. Mudrick is a citizen of the United States of America.

Common Stock, par value $0.0001 per share (the “Shares”)

38046C109

See Cover Page Item 9 for each Reporting Person. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person except to the extent of his or its pecuniary interest therein.

See Cover Page Item 11 for each Reporting Person. The percentages of Shares reported owned by each person named herein is based upon 85,249,840 Shares outstanding, as of November 6, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020, plus the number of Shares issuable upon the Notes held by the Reporting Persons.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Not Applicable.

Not Applicable.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on March 19, 2020.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2021